On December 10, 2004, United Defense Industries, Inc. offered to enter into indemnification
agreements with the following directors and executive officers:

Elmer L. Doty

John W. Hendrix

Keith B. Howe

Alexander J. Krekich

David
V. Kolovat

Dennis
A. Wagner, III

Frank C. Carlucci

Peter J.Clare

William E. Conway, Jr.

C. Thomas Faulders, III

Adm. Robert J. Natter (Ret.)

Gen. J.H. Binford Peay, III (Ret.)

Thomas W. Rabaut

Francis Raborn

Gen. John M. Shalikashvilli (Ret.)

It is anticipated that these individuals will counter execute the agreements presented to them and
those agreements will become effective as of December 10, 2004. A copy of the Indemnification
Agreement is filed herewith as Exhibit 10.1. The agreement provides that United Defense will
indemnify the counterparty thereto to the fullest extent permitted by the Delaware General
Corporation Law for all costs, judgments, penalties, fines, liabilities, settlement amounts and
expenses arising from proceedings that such director or officer is made a party to or threatened to
be made a party to due to his service as a director, officer, employee or agent of United Defense
or any other entity at the request of United Defense. The agreement sets out the instances in
which a party shall not be entitled to indemnification, including:

•

if expressly prohibited by Delaware law or the by-laws of United Defense

•

to the extent payment has already been made through insurance or other indemnification
arrangements

•

for short-swing profits recapture under Section 16 of the Exchange Act or for an
accounting of profits made from a transaction prohibited by Section 306(a) of the
Sarbanes-Oxley Act

•

for proceedings brought by the indemnitee against United Defense (other than those to
enforce the agreement)

•

for proceedings brought by Untied Defense against the indemnitee at the direction of the
board of directors.

The agreement also provides for the procedures to be followed to recover costs and expenses; have
expenses advanced; receive partial indemnification; and enforce the indemnitee’s rights to
indemnification in the event it is denied. The agreement will remain in effect during the
director’s or officer’s term of directorship with or employment
by United Defense and thereafter with respect
to any claim that may be brought relating to such period of service.

Item 9.01. Financial Statements and Exhibits.

Financial Statements of Business Acquired.

Not applicable.

Pro Forma Financial Information.

Not applicable.

Exhibits.

The following exhibit is furnished with this report pursuant to Item 5.03:

Exhibit No.

Description

10.1

Indemnification Agreement dated
December 10, 2004 between United Defense Industries, Inc. and
various directors and executive officers

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.